It says much about the collapse of trust between the Millner family’s protective circle of companies and the alliance of agitation that is Mark Carnegie and Perpetual that the two sides could not even agree on negotiations to make a sensible delay to their looming date with destiny.

Carnegie and Perpetual are on a crusade to unpick the cross shareholdings that link and protect Washington H Soul Pattinson and Brickworks.

Perpetual has argued for years that the cross holdings are antiquated, value dilutive and fall well short of the requirements of modern governance, to the point their result has been to entrench control with the Millner family even though it speaks for no more than 8 per cent of either entity.

Carnegie is the new boy on the Millner’s block and his arrival on the scene 18 months ago has generated nothing if not energy and momentum.

For the better part of 18 months, the pair of shareholders have laid private siege to the Millner’s boards, offering for discussion myriad proposals for a demerger.

But all of that came to naught and in December the independent directors told the pair publicly they had wearied of “half-baked" ideas and privately that if they wanted to have a real crack they had better make sure it would stick.

So it was that on October 23, Carnegie and Perpetual took the unusual step of calling their own meeting of Brickworks shareholders to consider a troika of proposals aimed at breaking the demerger deadlock.

Without delving too deep into the detail, the idea is shareholders would vote to effectively direct their board to support a demerger proposition that would be put to a future SOL shareholders’ meeting.

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They would also be asked to support the election of
Elizabeth Crouch
as an additional independent director.

Now, through a trick of the legal light, Carnegie and Perpetual believe that SOL and the Millner family will not be able to vote on the proposals involving the restructure the investors have offered for consideration.

As you’d expect, this idea has become a matter of contest with the Millner associates taking legal advice and seeking direction from ASX on the listing rules.

Another bone of contention is the protagonists’ claim that their demerger would trigger tax liability of $248 million. Brickworks reckons it to be a lot more, maybe as much as $500 million. So it has asked the tax office for some firm guidance on the matter.

And, finally, Brickworks says it wants shareholders to benefit from a second independent expert report before they vote on the Carnegie-Perpetual platform.

The rules do not require that extra effort but the Brickworks independents seem to think the expert’s report prepared for Carnegie-Perpetual is as incomplete as the proposal it reflects on.

A specific complaint there is the report identifies only the positives to extracted from the deal (the release of $1 billion in value, for example) without providing guidance on the risks or negatives.

The idea that Brickwork’s owners need an independent report that is somehow more independent that the one already floating around is a bit of a nonsense.

But clarity over who can and can’t vote at the special meeting and some firmer guidance on the tax liability would seem to be prerequisites to an informed outcome.

So, on November 4, Brickworks asked Carnegie-Perpetual to postpone their meeting. Word is they thought that was not such a bad idea and opened negotiations with a pitch for a good faith concession in the form of non-opposition to Crouch’s election.

This, obviously, did not wash, though no one seems to have made that particularly clear to Carnegie.

“We find the Brickworks Independent Directors’ premature rejection of our proposal perplexing," Carnegie said in a statement on Tuesday.

Carnegie described recent discussions with the independent board committee as “productive" and said the rejection of the proposals arrived “completely without warning" and was “a surprise and a disappointment".

“We believe that the Independent Directors have made a recommendation to shareholders that, if followed, will deprive shareholders of a very good proposal, which unlocks significant value," he continued. We are astounded that they could make that recommendation without waiting for advice from their independent adviser, particularly when we believe there was still time available and no urgent decision was yet required."

Whether faux or not, Carnegie’s outrage is as justifiable as it is pointed.

Carnegie wants other Brickworks shareholders to ponder the issues of independence and ask whether the committee nominated to protect their interests is acting in the non-partisan way they should expect.

To that end, it does beggar belief that
Lindsay Partridge
is one of the four-member committee of independents.

Partridge, for those uninitiated in this commercial imbroglio, is the chief executive of Brickworks.

And this would not routinely be advanced as a position of independence.

For the record, proxy firm CGI Glass Lewis reckons there are only two independent directors on the Brickworks board,
Brendan Crotty
and
Robert Webster
.

A meeting with
Malcolm Broomhead
provides very little evidence of the firebrand within. Quiet and unassuming, Broomhead is a master of the tough management call and of calling working life like it is and should be. A veteran of the successful industrial relations revolution in the iron ore industry, these days Broomhead is chairman of
Asciano
and was at his unyielding best at Tuesday’s annual meeting.

Shareholders heard Broomhead detail why
Tony Abbott
should move on industrial relations reform sooner rather than later, or risk losing the productivity war ahead. They also heard the call for governments, both state and commonwealth, to lift the burden of over-regulation on a logistics sector already hamstrung by limited infrastructure and constraining competition policy.

Broomhead promised to support the new federal government’s push to review and improve the Fair Work Act. But, plainly reflecting on Abbott’s commitment to retain the FWA through his first term at least, Broomhead said “it is important to move toward appropriate change sooner rather than later."Central to the changes Broomhead wants are a review of the circumstances that trigger protected action, the recovery of flexibility in agreement making and the reduction of the issues that can be addressed in an enterprise agreement.

At the moment, the trigger for the ballot necessary to take protected action is that someone with standing in a negotiation has been “genuinely trying to reach an agreement". That “is very loose", according to Broomhead. He says it “takes no account of whether claims are unrealistic, aggressive or whether negotiations have gone as far as they can".

“This promotes drawn out negotiations and sets up an adversarial environment between employee and employer, which in turn has a negative impact on workplace productivity."

Productivity is also being unnecessarily sapped by the union’s successful creep on matters that can be included in an agreement negotiation. Broomhead argued that “bargaining content should be restricted to matters between the employee and employer, with a focus on what our employees’ need, not on what interests their bargaining representative may wish to pursue outside the employment relationship".

“These changes are critical if the nation is to maintain our competitiveness and standard of living," he said.

The issue here is not whether Abbott would agreed with Broomhead. Rather it is whether the IR policy he took to the people has the flexibility to cater for framework-level reform he is advocating.

There are those of us who reckon the IR policy Abbott took to the people is a whole lot more flexible than its critics in employerland wanted to acknowledge. But even we optimists might have to accept that the constraints of Abbott’s commitment will curb the government’s capacity to generate reform on the scale Broomhead and others believe is necessary to protect and enhance our international competitiveness.